777 Deal Skills for the Transactional Lawyer

This course is designed to prepare students for transactional law practice by introducing them to the process of structuring, negotiating, documenting and closing a corporate acquisition transaction.

The course is highly interactive.  Students will be assigned to “firms” that represent the parties to a hypothetical M&A transaction.  During the term, you will advise your client regarding deal structure, prepare due diligence requests and a due diligence report, draft an acquisition agreement, and negotiate the terms of the deal with counsel for the other party.  The negotiation exercises will take place “live” in class and will be videotaped.  The professor will provide written feedback on drafting assignments and negotiations to help students refine their deal-making skills.

Topics covered will include:

  • Common transaction structures and the factors that affect choice of deal structure
  • Strategic and tactical approaches to negotiating an M&A transaction
  • Conducting a due diligence review
  • How to review contracts and other due diligence documents
  • Effective drafting techniques for the transactional lawyer
  • Understanding the “business deal” and translating it into contract language
  • The role of representations & warranties, covenants, conditions precedent and  other provisions found in the typical acquisition agreement
  • Preparing for and conducting a closing

Enrollment Pre-/Co- Requisite Information

Business Associations is a prerequisite or co-requisite.

Course Areas of Practice
Evaluation Methods
  • Simulated Writing, Transactional
  • Group project(s)
  • Practical exercises
Degree Requirements
Course Type
  • Simulation
Learning Outcomes
  • Other professional skills needed for competent and ethical participation as a member of the legal profession

Sample Syllabi

Spring 2022

2022
Course Number Course Credits Evaluation Method Instructor Meeting Days/Times Room

777.01 3
  • Simulated Writing, Transactional
  • Group project(s)
  • Practical exercises
Terence M. Hynes Th 9:30-12:15 PM Online

This course is designed to prepare students for transactional law practice by introducing them to the process of structuring, negotiating, documenting and closing a corporate acquisition transaction.

The course is highly interactive.  Students will be assigned to “firms” that represent the parties to a hypothetical M&A transaction.  During the term, you will advise your client regarding deal structure, prepare due diligence requests and a due diligence report, draft an acquisition agreement, and negotiate the terms of the deal with counsel for the other party.  The negotiation exercises will take place “live” in class and will be videotaped.  The professor will provide written feedback on drafting assignments and negotiations to help students refine their deal-making skills.

Topics covered will include:

  • Common transaction structures and the factors that affect choice of deal structure
  • Strategic and tactical approaches to negotiating an M&A transaction
  • Conducting a due diligence review
  • How to review contracts and other due diligence documents
  • Effective drafting techniques for the transactional lawyer
  • Understanding the “business deal” and translating it into contract language
  • The role of representations & warranties, covenants, conditions precedent and  other provisions found in the typical acquisition agreement
  • Preparing for and conducting a closing

Pre/Co-requisites

Business Associations is a prerequisite or co-requisite.

Spring 2021

2021
Course Number Course Credits Evaluation Method Instructor Meeting Days/Times Room

777.01 3 Terence M. Hynes Th 9:30 AM-12:15 PM

This course is designed to prepare students for transactional law practice by introducing them to the process of structuring, negotiating, documenting and closing a corporate acquisition transaction.

The course is highly interactive.  Students will be assigned to “firms” that represent the parties to a hypothetical M&A transaction.  During the term, you will advise your client regarding deal structure, prepare due diligence requests and a due diligence report, draft an acquisition agreement, and negotiate the terms of the deal with counsel for the other party.  The negotiation exercises will take place “live” in class and will be videotaped.  The professor will provide written feedback on drafting assignments and negotiations to help students refine their deal-making skills.

Topics covered will include:

  • Common transaction structures and the factors that affect choice of deal structure
  • Strategic and tactical approaches to negotiating an M&A transaction
  • Conducting a due diligence review
  • How to review contracts and other due diligence documents
  • Effective drafting techniques for the transactional lawyer
  • Understanding the “business deal” and translating it into contract language
  • The role of representations & warranties, covenants, conditions precedent and  other provisions found in the typical acquisition agreement
  • Preparing for and conducting a closing

Pre/Co-requisites

<p><a href="/academics/course/210/">Business Associations</a> is a prerequisite or co-requisite.</p>

Spring 2020

2020
Course Number Course Credits Evaluation Method Instructor Meeting Days/Times Room

777.01 3 Terence M. Hynes M 2:00PM - 4:45PM 4044

This course is designed to prepare students for transactional law practice by introducing them to the process of structuring, negotiating, documenting and closing a corporate acquisition transaction.

The course is highly interactive.  Students will be assigned to “firms” that represent the parties to a hypothetical M&A transaction.  During the term, you will advise your client regarding deal structure, prepare due diligence requests and a due diligence report, draft an acquisition agreement, and negotiate the terms of the deal with counsel for the other party.  The negotiation exercises will take place “live” in class and will be videotaped.  The professor will provide written feedback on drafting assignments and negotiations to help students refine their deal-making skills.

Topics covered will include:

  • Common transaction structures and the factors that affect choice of deal structure
  • Strategic and tactical approaches to negotiating an M&A transaction
  • Conducting a due diligence review
  • How to review contracts and other due diligence documents
  • Effective drafting techniques for the transactional lawyer
  • Understanding the “business deal” and translating it into contract language
  • The role of representations & warranties, covenants, conditions precedent and  other provisions found in the typical acquisition agreement
  • Preparing for and conducting a closing

Pre/Co-requisites

Business Associations is a prerequisite or co-requisite.

Spring 2019

2019
Course Number Course Credits Evaluation Method Instructor Meeting Days/Times Room

777.01 3 Terence M. Hynes M 2:00-4:45 PM 4045, 4049

This course is designed to prepare students for transactional law practice by introducing them to the process of structuring, negotiating, documenting and closing a corporate acquisition transaction.

The course is highly interactive.  Students will be assigned to “firms” that represent the parties to a hypothetical M&A transaction.  During the term, you will advise your client regarding deal structure, prepare due diligence requests and a due diligence report, draft an acquisition agreement, and negotiate the terms of the deal with counsel for the other party.  The negotiation exercises will take place “live” in class and will be videotaped.  The professor will provide written feedback on drafting assignments and negotiations to help students refine their deal-making skills.

Topics covered will include:

  • Common transaction structures and the factors that affect choice of deal structure
  • Strategic and tactical approaches to negotiating an M&A transaction
  • Conducting a due diligence review
  • How to review contracts and other due diligence documents
  • Effective drafting techniques for the transactional lawyer
  • Understanding the “business deal” and translating it into contract language
  • The role of representations & warranties, covenants, conditions precedent and  other provisions found in the typical acquisition agreement
  • Preparing for and conducting a closing

Pre/Co-requisites

Business Associations is a prerequisite or co-requisite.

Fall 2017

2017
Course Number Course Credits Evaluation Method Instructor Meeting Days/Times Room

777.01 3 Terence M. Hynes M 2:00-4:45 PM 4046

This course is designed to prepare students for transactional law practice by introducing them to the process of structuring, negotiating, documenting and closing a corporate acquisition transaction.

The course is highly interactive.  Students will be assigned to “firms” that represent the parties to a hypothetical M&A transaction.  During the term, you will advise your client regarding deal structure, prepare due diligence requests and a due diligence report, draft an acquisition agreement, and negotiate the terms of the deal with counsel for the other party.  The negotiation exercises will take place “live” in class and will be videotaped.  The professor will provide written feedback on drafting assignments and negotiations to help students refine their deal-making skills.

Topics covered will include:

  • Common transaction structures and the factors that affect choice of deal structure
  • Strategic and tactical approaches to negotiating an M&A transaction
  • Conducting a due diligence review
  • How to review contracts and other due diligence documents
  • Effective drafting techniques for the transactional lawyer
  • Understanding the “business deal” and translating it into contract language
  • The role of representations & warranties, covenants, conditions precedent and  other provisions found in the typical acquisition agreement
  • Preparing for and conducting a closing

Syllabus: 777.01.Fall2017-syllabus.doc62.5 KB

Pre/Co-requisites

Business Associations is a prerequisite or co-requisite.

Spring 2017

2017
Course Number Course Credits Evaluation Method Instructor Meeting Days/Times Room

777.02 3 Terence M. Hynes M 2:00-4:45 PM 4046

This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.

Topics covered will include:

The course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.

  • Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)
  • The use of terms sheets and letters of intent (and when not to use them)
  • Preparing for, organizing and conducting a due diligence review of the target
  • Understanding the business deal and translating it into contract language
  • Understanding the meaning (and purpose) of standard agreement provisions
  • Drafting an acquisition agreement
  • Strategies for negotiating the terms of an acquisition agreement
  • Closing an acquisition transaction

Pre/Co-requisites

Business Associations is a prerequisite or co-requisite.

Fall 2016

2016
Course Number Course Credits Evaluation Method Instructor Meeting Days/Times Room

777.01 3 Terence M. Hynes M 1:45-4:30 PM 4046/4172

This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.

Topics covered will include:

The course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.

  • Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)
  • The use of terms sheets and letters of intent (and when not to use them)
  • Preparing for, organizing and conducting a due diligence review of the target
  • Understanding the business deal and translating it into contract language
  • Understanding the meaning (and purpose) of standard agreement provisions
  • Drafting an acquisition agreement
  • Strategies for negotiating the terms of an acquisition agreement
  • Closing an acquisition transaction

Pre/Co-requisites

Business Associations is a prerequisite or co-requisite.

Spring 2016

2016
Course Number Course Credits Evaluation Method Instructor Meeting Days/Times Room

777.01 3 Terence M. Hynes M 1:45-4:30 PM 4046

This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.

Topics covered will include:

Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)

The use of terms sheets and letters of intent (and when not to use them)

Preparing for, organizing and conducting a due diligence review of the target

Understanding the business deal and translating it into contract language

Understanding the meaning (and purpose) of standard agreement provisions

Drafting an acquisition agreement

Strategies for negotiating the terms of an acquisition agreement

Closing an acquisition transaction

The course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.

Pre/Co-requisites

Law 210, Business Associations is a pre-requisite for this course; Law 336, Mergers & Acquisitions is recommended, but not a pre-requisite for Spring 2016.

*Please note that this information is for planning purposes only, and should not be relied upon for the schedule for a given semester. Faculty leaves and sabbaticals, as well as other curriculum considerations, will sometimes affect when a course may be offered.